UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AMERIGON INCORPORATED
(NAME OF ISSUER)
CLASS A COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
03070L 30 0
(CUSIP NUMBER)
GEORGE L. ARGYROS
ARNEL DEVELOPMENT COMPANY
949 SOUTH COAST DRIVE, SUITE 600
COSTA MESA, CA 92626
(714) 481-5000
WITH A COPY TO:
THOMAS M. WHEELER
TMW ENTERPRISES, INC.
801 WEST BIG BEAVER ROAD, SUITE 201
TROY, MI 48084
(248) 362-3620
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 10, 2000
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4) check the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 03070l 30 0 13D Page 1
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1. S.S. or I.R.S. Identification of Above Person:
George L. Argyros
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2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
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3. Sec Use Only
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4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848 Shares
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9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848 Shares
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; (ii) 2,686,567 shares issuable upon
conversion of Series A Preferred Stock owned by Westar Capital II,
LLC; Mr. Argyros disclaims beneficial ownership of these shares except
to the extent of his interests in Westar Capital II, LLC: (iii)
614,787 shares (of which 70,224 are not currently subject to exercise)
underlying contingent warrants held by Westar Capital II, LLC; Mr.
Argyros disclaims beneficial ownership of such shares until the shares
are purchased upon exercise of the warrants, and he further disclaims
beneficial ownership of these shares except to the extent of his
interests in Westar Capital II, LLC; (iv) 2,686,567 shares issuable
upon conversion of Series A Preferred Stock owned by Big Beaver
Investments LLC; Mr. Argyros disclaims beneficial ownership of these
shares; (v) 614,787 shares (of which 70,224 are not currently subject
to exercise) underlying contingent warrants held by Big Beaver
Investments LLC; Mr. Argyros disclaims beneficial ownership of these
shares; (vi) 181,037 shares issuable upon conversion of the Promissory
Note held by Big Star Investments LLC; Mr. Argyros disclaims
beneficial ownership of these shares except to the extent of his
interests in Big Star Investments LLC; and (vii) 18,103 shares
underlying the Bridge Loan Warrant held by Big Star Investments LLC;
Mr. Argyros disclaims beneficial ownership of these shares until the
shares are acquired upon the shares are purchased upon exercise of the
warrants and further disclaims beneficial ownership of these shares
except to the extent of his interests in Big Star Investments LLC.
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the Bridge Loan Warrant
and of the contingent warrants, which includes the exercise of other
warrants upon which the exercisability of the contingent warrants
depends).
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14. Type of Reporting Person
IN
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CUSIP No. 03070l 30 0 13D Page 2
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<PAGE>
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Person
Thomas M. Wheeler
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2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
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3. Sec Use Only
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4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States
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7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848 Shares
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9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848 Shares
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; Mr. Wheeler disclaims beneficial
ownership of these shares; (ii) 2,686,567 shares issuable upon
conversion of Series A Preferred Stock owned by Westar Capital II,
LLC; Mr. Wheeler disclaims beneficial ownership of these shares; (iii)
614,787 shares (of which 70,224 are not currently subject to exercise)
underlying contingent warrants held by Westar Capital II, LLC; Mr.
Wheeler disclaims beneficial ownership of these shares; (iv) 2,686,567
shares issuable upon conversion of Series A Preferred Stock owned by
Big Beaver Investments LLC; Mr. Wheeler disclaims beneficial ownership
of these shares except to the extent of his interests in Big Beaver
Investments LLC; (v) 614,787 shares (of which 70,224 are not currently
subject to exercise) underlying contingent warrants held by Big Beaver
Investments LLC; Mr. Wheeler disclaims beneficial ownership of these
shares until the shares are purchased upon exercise of the warrants,
and he further disclaims beneficial ownership of these shares except
to the extent of his interests in Big Beaver Investments LLC; (vi)
181,037 shares issuable upon conversion of the Promissory Note held by
Big Star Investments LLC; Mr. Wheeler disclaims beneficial ownership
of these shares except to the extent of his interests in Big Star
Investments LLC; and (vii) 18,103 shares underlying the Bridge Loan
Warrant held by Big Star Investments LLC; Mr. Wheeler disclaims
beneficial ownership of these shares until the shares are purchased
upon exercise of the warrants and further disclaims beneficial
ownership of these shares except to the extent of his interests in Big
Star Investments LLC.
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
|_|
--------------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the contingent
warrants, which includes the exercise of other warrants upon which the
exercisability of the contingent warrants depends).
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14. Type of Reporting Person
IN
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CUSIP No. 03070l 30 0 13D Page 3
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<PAGE>
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Big Star Investments LLC
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2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
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3. Sec Use Only
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4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848
--------------------------------------------------------------------------------
9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; and Big Star Investments LLC disclaims
beneficial ownership of these shares; (ii) 2,686,567 shares issuable
upon conversion of Series A Preferred Stock owned by Westar Capital
II, LLC; Big Star Investments LLC disclaims beneficial ownership of
these shares; (iii) 614,787 shares (of which 70,224 are not currently
subject to exercise) underlying contingent warrants held by Westar
Capital II, LLC; Big Star Investments LLC disclaims beneficial
ownership of such shares until the shares are purchased upon exercise
of the warrants, and further disclaims beneficial ownership of these
shares; (iv) 2,686,567 shares issuable upon conversion of Series A
Preferred Stock owned by Big Beaver Investments LLC; Big Star
Investments LLC disclaims beneficial ownership of these shares; (v)
614,787 shares (of which 70,224 are not currently subject to exercise)
underlying contingent warrants held by Big Beaver Investments LLC; Big
Star Investments LLC disclaims beneficial ownership of these shares
until the shares are purchased upon exercise of the warrants and
further disclaims beneficial ownership of these shares; (vi) 181,037
shares issuable upon conversion of the Promissory Note held by Big
Star Investments LLC; and (ii) 18,103 shares underlying the Bridge
Loan Warrant held by Big Star Investments LLC; Big Star Investments
LLC disclaims beneficial ownership of these shares until the shares
until the shares are purchased upon exercise of the warrant.
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
|_|
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13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the warrant).
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14. Type of Reporting Person
00
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CUSIP No. 03070l 30 0 13D Page 4
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<PAGE>
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Big Beaver Investments LLC
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2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
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3. Sec Use Only
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4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848
--------------------------------------------------------------------------------
9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; Big Beaver Investments LLC disclaims
beneficial ownership of these shares; (ii) 2,686,567 shares issuable
upon conversion of Series A Preferred Stock owned by Westar Capital
II, LLC; Big Beaver Investments LLC disclaims beneficial ownership of
these shares; (iii) 614,787 shares (of which 70,224 are not currently
subject to exercise) underlying contingent warrants held by Westar
Capital II, LLC; Big Beaver Investments LLC disclaims beneficial
ownership of these shares; (iv) 2,686,567 shares issuable upon
conversion of Series A Preferred Stock owned by Big Beaver Investments
LLC; (v) 614,787 shares (of which 70,224 are not currently subject to
exercise) underlying contingent warrants held by Big Beaver
Investments LLC; Big Beaver Investments LLC disclaims beneficial
ownership of these shares until the shares are purchased upon exercise
of the warrants; (vi) 181,037 shares issuable upon conversion of the
Promissory Note held by Big Star Investments LLC; Big Beaver
Investments LLC disclaims beneficial ownership of these shares except
to the extent of its interests in Big Star Investments LLC; and (vii)
18,103 shares underlying the Bridge Loan Warrant held by Big Star
Investments LLC; Big Beaver Investments LLC disclaims beneficial
ownership of these shares until the shares are acquired upon exercise
of the conversion rights and further disclaims beneficial ownership of
these shares except to the extent of its interests in Big Star
Investments LLC.
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
|_|
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13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the contingent
warrants, which includes the exercise of other warrants upon which the
exercisability of the contingent warrants depends).
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14. Type of Reporting Person
00
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CUSIP No. 03070l 30 0 13D Page 5
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<PAGE>
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Westar Capital Associates II, LLC
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2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
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3. Sec Use Only
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4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848
--------------------------------------------------------------------------------
9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; Westar Capital Associates II, LLC
disclaims beneficial ownership of these shares; (ii) 2,686,567 shares
issuable upon conversion of Series A Preferred Stock owned by Westar
Capital II, LLC; Westar Capital Associates II, LLC disclaims
beneficial ownership of these shares except to the extent of its
interests in Westar Capital II, LLC; (iii) 614,787 shares (of which
70,224 are not currently subject to exercise) underlying contingent
warrants held by Westar Capital II, LLC; Westar Capital Associates II,
LLC disclaims beneficial ownership of these shares until such time as
the shares are purchased upon exercise of the warrants and it further
disclaims beneficial ownership except to the extent of its interest in
Westar Capital II, LLC; (iv) 2,686,567 shares issuable upon conversion
of Series A Preferred Stock owned by Big Beaver Investments LLC;
Westar Capital Associates II, LLC disclaims beneficial ownership of
these shares; (v) 614,787 shares (of which 70,224 are not currently
subject to exercise) underlying contingent warrants held by Big Beaver
Investments LLC; Westar Capital Associates II, LLC disclaims
beneficial ownership of these shares; (vi) 181,037 shares issuable
upon conversion of the Promissory Note held by Big Star Investments
LLC; Westar Capital Associates II, LLC disclaims beneficial ownership
of these shares except to the extent of its interests in Big Star
Investments LLC; and (vii) 18,103 shares underlying the Bridge Loan
Warrant held by Big Star Investments LLC; Westar Capital Associates
II, LLC disclaims beneficial ownership of these shares until the
shares are acquired upon exercise of the conversion rights and further
disclaims beneficial ownership of these shares except to the extent of
its interests in Big Star Investments LLC.
--------------------------------------------------------------------------------
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
|_|
--------------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the contingent
warrants, which includes the exercise of other warrants upon which the
exercisability of the contingent warrants depends).
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14. Type of Reporting Person
00
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CUSIP No. 03070l 30 0 13D Page 6
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<PAGE>
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Westar Capital II, LLC
--------------------------------------------------------------------------------
2. Check The Appropriate Box If A Member of A Group (See Instructions)
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3. Sec Use Only
--------------------------------------------------------------------------------
4. Source of Funds
00
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Number of Shares Beneficially Owned By Each Reporting Person With
Sole Voting Power
--------------------------------------------------------------------------------
8. Shared Voting Power
6,841,848
--------------------------------------------------------------------------------
9. Sole Dispositive Power
--------------------------------------------------------------------------------
10. Shared Dispositive Power
6,841,848
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person
6,841,848 shares of Class A Common Stock held as follows: (i) 40,000
shares owned by Mr. Argyros; Westar Capital II, LLC disclaims
beneficial ownership of these shares; (ii) 2,686,567 shares issuable
upon conversion of Series A Preferred Stock owned by Westar Capital
II, LLC; (iii) 614,787 shares (of which 70,224 are not currently
subject to exercise) underlying contingent warrants held by Westar
Capital II, LLC; Westar Capital II, LLC disclaims beneficial ownership
of these shares until such time as the shares are purchased upon
exercise of the warrants; (iv) 2,686,567 shares issuable upon
conversion of Series A Preferred Stock owned by Big Beaver Investments
LLC; Westar Capital II, LLC disclaims beneficial ownership of these
shares; (v) 614,787 shares (of which 70,224 are not currently subject
to exercise) underlying contingent warrants held by Big Beaver
Investments LLC; Westar Capital II, LLC disclaims beneficial ownership
of these shares; (vi) 181,037 shares issuable upon conversion of the
Promissory Note held by Big Star Investments LLC; Westar Capital II,
LLC disclaims beneficial ownership of these shares except to the
extent of its interests in Big Star Investments LLC; and (vii) 18,103
shares underlying the Bridge Loan Warrant held by Big Star Investments
LLC; Westar Capital II, LLC disclaims beneficial ownership of these
shares until the shares are acquired upon exercise of the conversion
rights and further disclaims beneficial ownership of these shares
except to the extent of its interests in Big Star Investments LLC.
--------------------------------------------------------------------------------
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
|_|
--------------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
74.97% (after giving effect to the exercise of the contingent
warrants, which includes the exercise of other warrants upon which the
exercisability of the contingent warrants depends).
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14. Type of Reporting Person
00
================================================================================
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CUSIP No. 03070l 30 0 13D Page 7
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<PAGE>
SCHEDULE 13D
George L. Argyros, Thomas M. Wheeler, Big Star Investments LLC
("Big Star"), Big Beaver Investments LLC ("Big Beaver"), Westar Capital II, LLC
("Westar II") and Westar Capital Associates II, LLC ("Westar Associates") hereby
amend their report on Schedule 13D filed on April 8, 1999 (the "Original
Statement") (filed by George L. Argyros, Thomas M. Wheeler and Big Star), their
Amendment No. 1 to the Original Statement (the "First Amendment") filed on June
22, 1999 (filed by all of the foregoing), and their Amendment No. 2 to the
Original Statement (the "Second Amendment") filed on April 26, 2000 (filed by
all of the foregoing). George L. Argyros, Thomas M. Wheeler, Big Star, Big
Beaver, Westar II and Westar Associates are collectively referred to herein as
the "Reporting Persons."
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Class A Common Stock, no
par value (the "Issuer Common Stock"), of the Issuer. The principal executive
offices of the Issuer are located at 5462 Irwindale Avenue, Irwindale,
California 91706.
ITEM 2. IDENTITY AND BACKGROUND.
Big Star is a Delaware limited liability company formed for the purpose
of entering into the prior credit transaction described in the Original
Statement (which was paid off in connection with the transactions described in
the First Amendment). Big Star entered into a new Credit Agreement with the
Issuer on March 16, 2000 and made the loan pursuant thereto, as described in the
Second Amendment. This Amendment No. 3 relates to an additional funding in the
amount of $1,000,000 by Big Star on May 10, 2000 pursuant to the Credit
Agreement, as evidenced by the Supplement to Loan Agreement (Exhibit 2,
attached). Big Star's principal business address is c/o Westar Capital, 949
South Coast Drive, Suite 650, Costa Mesa, California 92626, and its managing
members are Westar II and Big Beaver.
Westar II is a Delaware limited liability company engaged in the
business of investing in both private and public companies. Westar II's managing
member is Westar Associates. Westar Associates is a Delaware limited liability
company engaged in the business of investing in both private and public
companies. George Argyros owns a controlling interest in Westar II and Westar
Associates. Mr. Argyros is the Chairman of the Board and Chief Executive Officer
of Arnel and Affiliates, a private investment company. John Clark is the
managing member of Westar Associates. Mr. Clark's principal occupation is as a
partner of Westar Capital, a private investment firm. Mr. Clark is a member of
the board of directors of the Issuer. Mr. Clark and Mr. Argyros are U.S.
citizens. The principal business address of Westar II, Westar Associates, Westar
Capital, and John Clark is 949 South Coast Drive, Suite 650, Costa Mesa,
California 92626. The principal business address of Mr. Argyros and Arnel and
Affiliates is 949 South Coast Drive, Suite 600, Costa Mesa, California 92626.
Big Beaver is a Delaware limited liability company engaged in the
business of investing in both private and public companies. The managing member
of and holder of a controlling interest in Big Beaver is WIIIH Partners LP and
the general partner of WIIIH Partners LP is TMW Enterprises, Inc., a Delaware
corporation ("TMW"). Thomas M. Wheeler owns a
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<PAGE>
controlling interest in TMW. Mr. Wheeler is a private investor. Oscar B. Marx,
III is the President of TMW and of Big Beaver and is a member of Big Beaver.
Paul Oster is the Treasurer of TMW and a member of Big Beaver. Messrs. Oster and
Marx are members of the board of directors of the Issuer. Messrs. Wheeler, Oster
and Marx are U.S. citizens. The principal business address of Big Beaver, TMW,
Messrs. Wheeler, Oster and Marx is 801 W. Big Beaver Road, Suite 201, Troy,
Michigan 48084. The principal address of WIIIH Partners LP is 50 Rockefeller
Plaza, 54th Floor, New York, New York.
During the past five years, neither the Reporting Persons nor, to the
Reporting Persons' knowledge, any person named herein pursuant to Instruction C
of Schedule 13D has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the past five years, neither the Reporting Persons nor, to the
Reporting Persons' knowledge, any person named herein pursuant to Instruction C
of Schedule 13D, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the Credit Agreement dated March 16, 2000 between
Big Star and the Issuer ("Credit Agreement"), as described in the Second
Amendment, Big Star was granted the right to convert (the "Conversion Right")
all or any portion of the outstanding principal amount and accrued interest
under the loans funded pursuant to the Credit Agreement to shares of Issuer
Class A Common Stock. Big Star was also issued a warrant (the "Bridge Loan
Warrant") to purchase shares of Issuer Class A Common Stock in an amount equal
to ten percent (10%) of the principal amount of the loans funded pursuant to the
Credit Agreement. In no event, however, shall Big Star be entitled to exercise
the Conversion Right and the Bridge Loan Warrant to the extent that after giving
effect thereto, Big Star shall have acquired pursuant to such conversion and
exercise more than 19.99% of the outstanding Issuer Class A Common Stock. Big
Star has made an additional loan to Issuer pursuant to the Credit Agreement,
effective as of May 10, 2000, in the amount of $1,000,000, as evidenced by the
Supplement to Loan Agreement dated May 10, 2000 between Big Star and the Issuer
(the "Supplement").
ITEM 4: PURPOSE OF TRANSACTION.
The Credit Agreement was entered into in connection with the agreement
of Big Star to loan the Issuer up to $4,000,000 (the "Loan"), of which
$1,500,000 was funded upon execution of the Credit Agreement, as described in
the Second Amendment. As permitted by the Credit Agreement, the Issuer requested
and Big Star agreed to an additional funding under the Loan in the amount of
$1,000,000 (the "$1,000,000 Additional Funding"). The Supplement was entered
into and the $1,000,000 Additional Funding was made on May 10, 2000, for the
purpose of providing investment capital to the Issuer. As described in the
Second Amendment, a Promissory Note was executed by the Issuer on March 16, 2000
(the "Promissory Note"), and Big Star was granted the Conversion Right,
whereunder Big Star is entitled to convert all or any portion of the outstanding
principal amount and accrued interest under the Promissory Note to
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<PAGE>
shares of Issuer Class A Common Stock. The Conversion Right may be exercised by
Big Star at any time until repayment in full of the Loan. The Loan is due on the
earlier of August 31, 2000, or the occurrence of a Triggering Event (as defined
in the Credit Agreement). The conversion price for such shares shall be the
lesser of (i) the average closing bid price for the Issuer Class A Common Stock;
or (ii) the issuance price per share of any subsequent offering of equity in an
aggregate amount in excess of $5,000,000. As of the closing date for the
$1,000,000 Additional Funding, Big Star would be entitled to 181,037 shares of
Issuer Class A Common Stock upon exercise of the Conversion Right with respect
to the Promissory Note (which is the sum of the 79,617 shares issuable with
respect to the initial funding of $1,500,000 described in the Second Amendment
plus 101,420 shares issuable with respect to the $1,000,000 Additional Funding).
Pursuant to the Credit Agreement, and as also described in the Second Amendment,
Big Star was also issued the Bridge Loan Warrant to purchase shares of Issuer
Class A Common Stock in an amount equal to ten percent (10%) of the outstanding
principal amount of the Loan or portion thereof funded pursuant to the Credit
Agreement. The Bridge Loan Warrant may be exercised by Big Star at any time
prior to May 10, 2005. The exercise price for such shares shall be the lesser of
(i) the average closing bid price for the Issuer Class A Common Stock for the
ten (10) consecutive business days ending on the day of a funded amount under
the Loan; or (ii) the issuance price per share of any subsequent offering of
equity in an aggregate amount in excess of $5,000,000. As of the closing date of
the $1,000,000 Additional Financing, Big Star would be entitled to purchase
18,103 shares of Issuer Class A Common Stock pursuant to exercise of the Bridge
Loan Warrant (which is the sum of the 7,961 shares exercisable with respect to
the initial funding of $1,500,000 described in the Second Amendment plus 10,142
shares issuable with respect to the $1,000,000 Additional Funding). In no event,
however, shall Big Star be entitled to exercise the Conversion Right and the
Bridge Loan Warrant to the extent that after giving effect thereto, Big Star
shall have acquired pursuant to such conversion and exercise more than 19.99% of
the outstanding Issuer Class A Common Stock.
Pursuant to the terms of a First Amendment to Investors' Rights
Agreement executed in connection with the Credit Agreement and the Investors'
Rights Agreement dated as of June 8, 1999 (collectively, the "Amended Rights
Agreement"), Big Star, Big Beaver and Westar II, respectively, will have certain
rights to register for resale pursuant to the Securities Act of 1933, as
amended, any shares of Issuer Class A Common Stock received by Big Star upon the
exercise of the Conversion Right or the Bridge Loan Warrant, or received by Big
Beaver or Westar II, upon the exercise of the contingent warrants or conversion
of the Issuer Series A Preferred Stock held by Big Beaver and by Westar II. The
Amended Rights Agreement also provides Big Beaver and Westar II with a right of
first refusal to participate in future sales of equity securities by the Issuer,
subject to the terms, conditions and limitations provided in the Rights
Agreement.
Other than as described above, no Reporting Person has any plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D.
The foregoing summary of the Supplement, the Credit Agreement, the
Promissory Note, the Bridge Loan Warrant and the Amended Rights Agreement is
qualified in its entirety by reference to the copies of such documents included
as exhibits to the First Amendment, the Second Amendment and this Amendment No.
3 to Schedule 13D and are incorporated herein by their entirety in this
reference.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) According to the Issuer, there were 1,914,089 shares of
Issuer Common Stock outstanding as of May 10, 2000. As of May 10, 2000, the
conversion right provides Big Star the right to convert the Promissory Note into
181,037 shares of Issuer Class A Common Stock and the Bridge Loan Warrant
provides Big Star the right to purchase 18,103 shares of Issuer Class A Common
Stock, and in addition, Westar II and Big Beaver each owns 4,500 shares of
Series A Preferred Stock which are currently convertible into 2,686,567 shares
of Issuer Class A Common Stock representing in the aggregate approximately
74.43% of the outstanding shares of Issuer Class A Common Stock (which together
with the 40,000 shares owned by George L. Argyros as discussed below, represents
in the aggregate approximately 74.97% of the outstanding shares of Issuer Class
A Common Stock). Further, Westar II and Big Beaver each owns Contingent Warrants
which are exercisable for up to 614,787 shares (of which 70,224 are not
currently subject to exercise) of Issuer Class A Common Stock. The Contingent
Warrants, however, are exercisable only upon the exercise of certain other
outstanding warrants to purchase Issuer Common Stock and only for that number of
shares equal to 36.9% of the shares purchased under such other warrants. The
purpose of the Contingent Warrants is to provide Westar II and Big Beaver with
anti-dilution protection in the event that other outstanding warrants to
purchase Issuer Class A Common Stock are exercised. Consequently, the exercise
of the Contingent Warrants would not result in either such investor owning more
than 37.48% of the outstanding Issuer Class A Common Stock or in the investors
together owning more than 74.97% of the outstanding Issuer Class A Common Stock.
The Reporting Persons disclaim beneficial ownership of the shares underlying the
Contingent Warrants until such time as such shares are purchased upon the
exercise of such Contingent Warrants.
Due to the controlling interest of George Argyros in Westar II and its
controlling entities, and the controlling interest of Thomas Wheeler in Big
Beaver and its controlling entities, Mr. Argyros and Mr. Wheeler may be deemed
to share the power to vote and dispose of (and therefore be the beneficial
owners of) the shares issuable upon conversion of the Promissory Note and
exercise of the Bridge Loan Warrant by Big Star, and upon conversion of the
Series A Preferred Stock and the exercise of the Contingent Warrants held by
their respective affiliates. In addition, as the managing member of Westar II,
Westar Associates may be deemed to be the beneficial owner of the shares held by
Westar II. George Argyros and Westar Associates disclaim beneficial ownership of
(i) all shares of Series A Preferred Stock, Contingent Warrants and shares of
Issuer Common Stock issuable upon conversion or exercise thereof which are held
by Big Beaver, (ii) the Bridge Loan Warrant and all shares of Issuer Common
Stock issuable upon conversion or exercise of the Conversion Right under the
Credit Agreement or of the Bridge Loan Warrant, except to the extent of their
interests in Big Star, and (iii) all shares of Series A Preferred Stock,
Contingent Warrants and shares of Issuer Common Stock issuable upon conversion
or exercise thereof which are held by Westar II, except to the extent of their
respective interests in Westar II. Westar II disclaims beneficial ownership of
(i) all shares of Series A Preferred Stock, Contingent Warrants and shares of
Issuer Class A Common Stock issuable upon conversion or exercise thereof, which
are held by Big Beaver, and (ii) the Bridge Loan Warrant and all shares of
Issuer Class A Common Stock issuable upon conversion or exercise of the
Conversion Right under the Credit Agreement or of the Bridge Loan Warrant,
except to the extent of its interests in Big Star. Thomas Wheeler disclaims
beneficial ownership of (i) all shares of Series A Preferred Stock, Contingent
Warrants and shares of Issuer Common
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Stock issuable upon conversion or exercise thereof which are held by Westar II,
(ii) the Bridge Loan Warrant and all shares of Issuer Common Stock issuable upon
conversion or exercise of the Conversion Right under the Credit Agreement or of
the Bridge Loan Warrant, except to the extent of his interests in Big Star, and
(iii) all shares of Series A Preferred Stock, Contingent Warrants and shares of
Issuer Common Stock issuable upon conversion or exercise thereof which are held
by Big Beaver, except to the extent of his interests in Big Beaver. Big Beaver
disclaims beneficial ownership of all shares of Series A Preferred Stock,
Contingent Warrants and shares of Issuer Common Stock issuable upon conversion
or exercise thereof which are held by Westar II and (ii) the Bridge Loan Warrant
and all shares of Issuer Class A Common Stock issuable upon conversion or
exercise of the Conversion Right under the Credit Agreement or of the Bridge
Loan Warrant, except to the extent of its interests in Big Star.
George Argyros owns 40,000 shares of Issuer Common Stock representing
approximately 2.09% of the outstanding shares. As members of a group, Big Star,
Thomas Wheeler, Big Beaver, Westar Associates and Westar II may be deemed to be
the beneficial owners of Mr. Argyros' shares. Big Star, Mr. Wheeler, Big Beaver,
Westar Associates and Westar II disclaim beneficial ownership of such shares.
In addition, John Clark owns 2,500 shares of Issuer Common Stock and
has the right to acquire pursuant to currently exercisable options 11,000 shares
of Issuer Common Stock representing less than 1% of the outstanding shares
(after giving effect to the exercise of such option). Neither Paul Oster nor
Oscar B. Marx, III beneficially own any shares of Issuer Common Stock.
(c) Neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, any person named in Item 2 pursuant to Instruction C of
Schedule 13D, has effected any transaction in the Issuer Common Stock during the
past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Supplement, Credit Agreement, Bridge Loan Warrant,
Contingent Warrants, Shareholders' Agreement (as described in the First
Amendment), Amended Rights Agreement, to the knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
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1. Joint Filing Agreement.
2. Supplement to Loan Agreement dated May 10, 2000, by and
between Big Star Investments LLC and Amerigon Incorporated.
3. Credit Agreement dated March 16, 2000, by and between Big Star
Investments LLC and Amerigon Incorporated (incorporated by
reference to Exhibit 2 of the Second Amendment).
4. Bridge Loan Warrant dated March 16, 2000 (incorporated by
reference to Exhibit 3 of the Second Amendment).
5. Promissory Note dated March 16, 2000 (incorporated by
reference to Exhibit 4 of the Second Amendment).
6. Form of Contingent Warrants (incorporated by reference to
Exhibit 4 of the Original Statement).
7. Form of Investors' Rights Agreement (incorporated by
reference to Exhibit 7 of the Original Statement).
8. First Amendment to Investors' Rights Agreement (incorporated
by reference to Exhibit 7 of the Second Amendment).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: As of May 24, 2000 BIG STAR INVESTMENTS LLC
By: Westar Capital II, LLC, Member
By: Westar Capital Associates II,
LLC, Manager
By: /s/Alan B. Sellers
By: Big Beaver Investments LLC, Member
By: /s/O.B. Marx III
BIG BEAVER INVESTMENTS LLC
By: /s/O.B. Marx III
/s/George Argyros
GEORGE ARGYROS
/s/Thomas M. Wheeler
THOMAS M. WHEELER
WESTAR CAPITAL II, LLC
By: Westar Capital Associates II, LLC
Manager
By: /s/Alan B. Sellers
WESTAR CAPITAL ASSOCIATES II, LLC
By: /s/Alan B. Sellers
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EXHIBIT 1
---------
JOINT FILING AGREEMENT
The undersigned agree to file jointly with the Securities and Exchange
Commission ("SEC") any and all statements on Schedule 13D (and any amendments or
supplements thereto) required under Section 13(d) of the Securities Exchange Act
of 1934, as amended, in connection with transactions by the undersigned in the
Class A Common Stock of Amerigon Incorporated. Each of the undersigned will be
responsible for the timely filing of the Schedule 13D and all amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein. None of the undersigned shall be responsible for
the completeness or accuracy of the information concerning any other party
contained in the Schedule 13D or any amendment thereto, except to the extent
such person knows or has reason to believe that such information is inaccurate.
Dated: As of April 7, 2000 BIG STAR INVESTMENTS LLC
By: Westar Capital II, LLC, Member
By: Westar Capital Associates II, LLC,
Manager
By: /s/ Alan B. Sellers
By: Big Beaver Investments LLC, Member
By: /s/ O.B. Marx III
BIG BEAVER INVESTMENTS LLC
By: /s/ O.B. Marx III
/s/ George Argyros
GEORGE ARGYROS
/s/ Thomas M. Wheeler
THOMAS M. WHEELER
WESTAR CAPITAL II, LLC
By: Westar Capital Associates II, LLC
Manager
By: /s/ Alan B. Sellers
WESTAR CAPITAL ASSOCIATES II, LLC
By: /s/ Alan B. Sellers
Exhibit 1
Page 1
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EXHIBIT 2
---------
SUPPLEMENT TO LOAN AGREEMENT
This SUPPLEMENT TO LOAN AGREEMENT (this "Agreement"), dated as of May
10, 2000 is made between Amerigon Incorporated, a California corporation (the
"Company"), and Big Star Investments LLC (the "Lender") in connection with that
certain Credit Agreement dated as of March 16, 2000 (the "Loan Agreement"),
between the Company and the Lender.
Terms as defined in the Loan Agreement and documents related thereto
are incorporated by herein by this reference and will have the same meaning in
this Agreement.
As provided pursuant to terms of the Loan Agreement, the Company
desires an Additional Loan of $1,000,000 (the "Additional Loan") to be funded on
May 10, 2000 and the Lender is willing to make such Additional Loan to the
Company upon the terms and subject to the conditions set forth in the Loan
Agreement.
Accordingly, the parties hereto agree as follows:
1. Section 2.02 of the Loan Agreement (Borrowing Procedure) is hereby
satisfied by the execution of this Agreement by the Company and the Lender.
2. The Additional Loan has been authorized and approved by the
disinterested members of the Board of Directors of the Company, in resolutions
passed on March 8, 2000 authorizing Bridge Loans up to $4,000,000.
3. The Additional Bridge Loan Warrants to be issued in connection with the
Additional Loan as provided in Section 2.12 in the Loan Agreement shall be
evidenced by the Bridge Loan Warrant issued to the Lender, dated as of March 16,
2000.
4. The Additional Loan shall be evidenced by the Note issued to the
Lender, dated as of March 16, 2000.
5. Pursuant to Section 2.11 of the Loan Agreement, the Conversion Rights
of the Additional Loan will be at a conversion price equal to the Market Price
of the Class A Common Stock as of the date that the Additional Loan is made to
the Company. Lender has the election of having the Initial Loan of $1.5 million
of March 16, 2000 (the "Initial Loan") repaid or converted at the applicable
conversion price and independently having the Additional Loan repaid or
converted at the applicable conversion price.
6. The Company hereby certifies to the Lender that (a) each of the
representations and warranties set forth in Section 4.01 of the Loan Agreement
is true and correct as of the date hereof; (b) that the conditions precedent set
forth in Section 3.02(b) and 3.02(c) to the making of the Additional Loan have
been satisfied; and (c) it is in compliance with all other terms and conditions
of the Loan Documents.
Exhibit 2
Page 1
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7. Section 5.03(g) of the Loan Agreement is hereby amended and shall not
apply to the issuance of equity securities by the Company (the "Offering").
8. Pursuant to Section 2.11(a) of the Loan Agreement and Section 5(a) of
the Bridge Loan Warrant, in an Offering in excess of $5 million, if the issuance
price of the Offering is less than the Market Price with respect to a particular
Loan, such lesser price shall be the Conversion Price for such Loan and the
Exercise Price for the Bridge Loan Warrants.
9. Miscellaneous.
9.1 Successors and Assigns. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and
be binding upon, their respective successors, assigns and legal
representatives.
9.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California as applied to
agreements among California residents entered into and to be performed
entirely within California.
9.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which, when taken together, shall constitute one and the same
instrument.
9.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
9.5 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which such party may
be entitled.
9.6 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
9.7 Entire Agreement; Waiver. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof.
Exhibit 2
Page 2
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
AMERIGON INCORPORATED,
a California corporation
By: /s/Richard Weisbart
Name: Richard Weisbart
Title: President and CEO
BIG STAR INVESTMENTS LLC
By: Westar Capital II, LLC, Member
By: Westar Capital Associates II,
LLC, Manager
By: /s/Alan B. Sellers
By: Big Beaver Investments LLC,
Member
By: /s/O.B. Marx III
Exhibit 2
Page 3
